This charter governs the operations of the Nominating and
Corporate Governance Committee (the "Committee") of the Board of
Directors of Amazon.com, Inc. (the "Board"). The Committee is
appointed by the Board and consists of at least two Directors, each of whom
will meet Nasdaq Stock Market, Inc. ("NASDAQ") requirements with
respect to independence as determined by the Board. The Committee reviews this
charter periodically and recommends appropriate changes to the Board.

Statement of Purpose

The purpose of the Committee is to:

§Review
and assess the composition of the Board,

§Assist
in identifying potential new candidates for Director,

§Recommend
candidates for election as Directors, and

§Provide
a leadership role with respect to corporate governance of the Company.

Among its specific duties and
responsibilities, the Committee performs the following, to the extent it deems
necessary and appropriate, consistent with and subject to applicable laws, as
well as rules and regulations promulgated by the SEC, NASDAQ or other
regulatory authorities.

Review and Assess the Composition of the Board

1. The Committee recommends to the Board assignments of
committee members and chairs for each committee.

2. The Committee reviews the qualifications of Directors
for continued service on the Board.

3. The Committee assists the Board in the annual CEO and Director
self-evaluations.

Assist in Identifying Potential New Candidates for
Director

4. The Committee develops and recommends to the Board
criteria to identify and evaluate prospective candidates for Director.

5. The Committee develops and periodically reviews the
policy for Director candidates recommended by the Company's shareholders.

6. The Committee identifies and reviews the qualifications
of candidates for Director.

Recommend Candidates for Election as Directors

7. The Committee recommends to the Board candidates for
election or reelection as Directors at each annual meeting of stockholders and
recommends candidates to be elected by the Board as necessary to fill vacancies
and newly created Directorships.

Provide a Leadership Role with Respect to Corporate
Governance of the Company

8. The Committee periodically considers, and reports to
the Board on, general corporate governance matters.

9. The Committee develops and periodically reviews the
Corporate Governance Guidelines and recommends changes to the Board.